MLP: FiM Rise of the Rebellion
by sohadow-swordsman
Summary: As Twilight Sparkle prepares for a picnic with her friends, an Earth Pony named Shadow Flare shows up to recruit other Earth Ponies for his cause: To turn all Pegasi and Unicorns into average Earth Ponies like himself in the hopes of purifying the world.
1. A Rude Awakening

My Little Pony: Friendship is Magic - Rise of the Rebellion

It was a beautiful day in the land of Equestria, the sun was shining brightly in the deep blue sky. Pegasi of every color and gender were soaring through the sky with not a care in the world. On the ground, in the small village of Ponyville, there were many ponies out in town shopping for food in the town market, some of the fillies were playing tag in the park, everypony was having a good time.

In the center of the town was a large tree house which was home to a vast amount of books and knowledge. A pony named Twilight Sparkle, a unicorn with a palish purple coat, a sapphire blue mane with streaks of violet and pink, and moderately violet eyes. She is the librarian of the town who is, naturally, very knowledgeable in many subjects.

"Ughhhh..." grunted Twilight, "What time is it...?" She looked outside to see the afternoon sun shining it's scorching heat on the denizens of Ponyville. "Oh no!" She gasped after realizing what time it was. "I can't believe I slept in so late! I knew I shouldn't have stayed up so late reading my books..." She muttered. "SPIKE!" Twilight screamed referring to her little dragon assistant.

"AHH!" Spike yelled as he jumped out of his bed and crashed to the floor. "Ughhh...yes, mam?" he asked in pain. "We overslept, Spike! We're going to be late for the picnic with our friends today! And we still don't have the sweets that we were going to bring!" Twilight yelled as she paniced. She had a shocked expression on her face with a hint of insanity.

"Calm down, Twilight" Spike comforted, "We still have time to go get everything before the picnic starts." He got up from the floor and dusted himself off. "Let's see...where's the clock?" He asked as he searched the room for the clock.

Twilight got up out of her bed and walked over to her dresser and, using the magic from her horn, levitated the comb that was on top of the dresser and used it to comb her mane which was a mess.

'_Spike's right_,' thought Twilight as she was still combing her mane, '_I just need to relax... If we hurry up and get ready, we'll be there in no_ time!' After combing her mane, she looked around a noticed Spike was no longer in the room. "SPIKE! Did you find the clock?" She called out. "Right here, Twilight!" Spike answered bringing the clock up with him.

"You know, you could have just told me what time it was..." Twilight stated in an irritated manner, "You didn't have to bring the clock up here."

"Oh, yeah, I guess you're right." Spike said. Twilight giggled and levitated the clock out of his Spike's arms and looked to see what time it was. "Let's see, it's one-fifteen...and the picnic doesn't start till two o'clock." She said. "Whew..." Spike sighed in relief. "Looks like you've got plenty of time to pick up some sweets at Sugar Cube Corner before going over to the park."

"You're right, Spike" Tiwlight agreed, "I guess I panicked over nothing..." The expression on her face was now filled with sadness. She turned towards Spike. "I'm sorry, Spike. I didn't mean to panic over nothing and wake you up." she apologized. "It's no biggie, Twilight" Spike responded, "I needed to get up anyway." Twilight smiled and hugged Spike who did the same in return.

"Alright, well what are we waiting for?" Twilight said as she struck a truimpht pose, "We've got a picnic to go to!" She picked up Spike using her magic and gently placed him on her back and then began to gallop towards Sugar Cube Corner where the sweets awaited her.


	2. A Show Stopper?

My Little Pony: Friendship is Magic - Rise of the Rebellion - Chapter 2

Twilight galloped towards Sugar Cube corner ready to buy whatever treats she wanted for the picnic. On her way there, she noticed a large crowd of ponies huddled around a stage. Twilight suddenly stopped and wondered, "What's going on over here?"

"Hmmmmm..." Spike wondered. He decided to stand on top of Twilight's back to try and get a better view. He kept moving his head side to side as he attempted to see what was going on.  
Twilight giggled and rolled her eyes. "Let's just ask one of the ponies, Spike." She said.

"Ah, why didn't I think of that?" Spike responded. The two walked up to Big Macintosh who was apart of the crowd. "Umm, Big Macintosh?" Twilight asked. He turned over and looked at TWilight without changing the dull expression on his face. "Do you by chance know why there's a crowd here?"

Big Macintosh looked away for a moment and then looked back at Twilight. "Nnnope." He answered shaking his head. "Oh, well... Thanks anyway, Big Mac." Twilight said. Big Macintosh nodded his head and turned back to the crowd. "Maybe we should...you know, walk to the front of the crowd, Twilight." Spike suggested. "Sounds like a plan." Twilight agreed.

The two friends pushed there way to the front of the crowd. "Excuse me, pardon me, sorry, sir."  
Twilight apologized. She finally got all the way to the front and noticed that her friends Rainbow Dash, Pinkie Pie, and Applejack were there as well.

"Girls!" Twilight gasped, "What are you three doing here?" Applejack looked as if she was going to answer first, but Pinkie Pie cut her off, "We were just trying to get to the park for the picnic, but we couldn't because this crowd was blocking our way so we decided to stay and see what was going on." She said in one breath. "I hope there's fireworks. I really love fireworks, don't you? Huhhuhhuh, don't ya, don't ya?" Pinkie Pie randomly asked.

"Pinkie Pie," Rainbow Dash began, "You are so random."

Applejack looked at Pinkie with an irritated look and then began to give her opinion on the subject,  
"Seems ta me like somepony's tryin' to set somethin' up." Applejack said. "We don't know if someone's trying to make a speech or putting on a show or anything!" Rainbow Dash added, "We just stayed out of curiosity."

"Do you think it's the 'Great and Powerful' Trixie again?" Spike asked. "Not sure, partner,"  
Applejack answered, "but Pinkie Pie here won't let us go till it starts." She looked over at Pinkie with an irritated expression on her face. Pinkie Pie noticed this and responded, "  
What? I wanna see the fireworks!"

"You don't even know if there's going to be fireworks or not, Pinkie." Twilight said.

"Maybe not, but you'll never know till you find out." Pinkie said with a bright smile glued to her face. "Soooo, I guess we're stuck here till it ends." Applejack said. "Make your self all comfortable, Twi."

"I still need to pick up some treats over at Sugar Cube Corner, though" Twilight replied. "Don't worry about, Twilight," Rainbow Dash replied, "I can go pick some up for you after this."

"But-" Twilight stuttered. "Hey, you know me, I'm super fast and super awesome." Rainbow Dash replied. "I'll be done in ten seconds flat, promise."

"Well, okay..." Twilight said, "I just hope this show or whatever it is starts so we can get to the picnic in time." After her statement, the curtains on the stage flew to the sides revealing a stallion. He had a brown coat, and blood red mane, emerald colored eyes, and,  
strangely enough, sapphire colored hoofs. His cutie mark looked like some sort of meteor or comet crashing down on his legs or something. It had a color scheme similar to fire. The expression on the stallion's face was extremely seirous, the only emotion he seemed to express was extreme anger and frustration.

"Greetings and salutations, my fellow ponies!" He bellowed, making sure everypony could hear him.  
Everyone in the front of the crowd stumbled backwards a bit, "I am Shadow Flare..."  



	3. The Fierce Flame from Hell

"I am Shadow Flare..." the stallion said, introducing himself. He glanced around at the audience noticing all of the different kinds of ponies that he had gathered. 'Hmmm... How shall I start...?' Several moments passed. Everypony was looking up at Shadow Flare with confusion.

"Well, he has no horn, so he can't be another 'Great and Powerful' Trixie..." Spike whispered towards Twilight who was as confused everypony else, "but he is kinda scarring me a little...is he ever going to say anything?"

Shadow Flare's face lit up, as if he had an idea. He cleared his throat and finally began to speak, "My apologies, friends," he kept a light little smirk on his face, narrowing his eyes half way glancing through his audience again as he spoke, "it's just that I've never had this, uhhhh...big of an audience before."

Rainbow Dash giggled, "This guy's a joke!"

Shadow Flare heard Rainbow Dash's giggling but chose to ignore it. "Anyways... My little ponies! I have traveled far and wide to each and every city, town, and village in order to speak with you all!"

A giant banner covered the stage behind Shadow Flare. The Earth Pony coat of arms was on the banner, a sun was located in top left corner, a field on the right, weeds on the bottom right, and flowers on the left. Twilight Sparkle recognized it from the Hearth's Warming Eve play.

"Actually, in all honestly, I'm more interested in giving my little speech in front of my fellow Earth Ponies. But, if any unicorn or pegasi wish to stay..." He seemed very reluctant to finish his statement, but did so anyway, "I [i]suppose[/i] you can." Shadow Flare said, slightly irritated. "But be forewarned, friends, you might not like what you hear. If any of you wish to leave now, then do so. This is your first and final warning so clop clop!" He clopped his hoofs together and pointed his hoof away from the stage.

Everypony was now murmuring, trying to decide what they should do.

"What do you think, Twilight? Should we stay?" Rainbow Dash asked. Twilight was a little suspicious of Shadow Flare. He seemed nice but whenever he mentioned the unicorns and pegasi he seemed a little...upset. What was that all about anyway? "I would like to hear what he has to say."

"But we STILL don't even know what he's going to say!" Spike interrupted. "Can't we just get back to the picnic? He's BORING me!"

"Stop complaining, Spike. He might have something interesting to say." Twilight said, glaring at him.

"What about Rarity and Fluttershy? They're probably wondering where we are!"

"It'll be okay, I'm sure they'll understand. What about you two? Are you guys going to stay and watch?" Twilight asked, referring to Pinkie Pie and Applejack.

"But Ah course, sugar cube," Applejack replied, "Ah'm a little interested mahself."

"How bout you, Pinkie Pie?" Rainbow Dash asked.

"I'm still waiting for the fireworks!"

"Typical Pinkie Pie." commented Twilight.

As the five decided to stay, the crowd dimmed down a little. The few pegasi and unicorns that were in the crowd either flew or left away. However, there were still some pegasi and unicorns in the audience as well, interested in what Shadow Flare had to say.

"Are we ready then? Excellent." Shadow Flare cleared his throat once more. "Fellow Earth Ponies!" He stopped and realized the mistake he made, "...and friends. I am Shadow Flare, a scholar and alchemist from the kingdom of Canterlot. I am a pursuiter of knowledge, I value my very intelligence over my life." He cocked his head up, eyes closed, and placed his hoof on his chest.

"Egghead." whispered Rainbow Dash.

Shadow Flare glared at Rainbow Dash. He, however chose to ignore her once more.

"Anyway, I'm not here to tell you who I am, but rather why I'm here. Our race has had to endure many hardships from all sorts of things, cataclysmic weather, feral and ferocious beasts, dark magic, just to name a few... BUT the two things that stand in our way the most are the pegasi and unicorns!"

"WHAT!" Rainbow Dash yelled outraged. "Why I oughta..." She attempted to zoom over to Shadow Flare but Applejack grabbed hold of her tail using her mouth. "Hold on there, partner!" Applejack said, muffled.

"Ever since the beginning of time, we've all always had to suck up to these fools! All for three lousy things; the weather, sun, and moon. But, think, my little ponies...did we really need them in the first place? NEIGH, I SAY! For I have discovered through my constant research that these ponies have been fooling us all along! Their powers have absolutely NOTHING to do with these things. There's a force known as 'Mother Nature' that does these things automatically. But you already knew that, after all, we work HARD to grow our crops.  
However, the unicorns and pegasi do nothing to provide us our sun, moon, and clouds! They leave it all to Mother Nature! They've taken credit for something they cannot even do! And,  
because of this, they've been stealing our food and crops for centuries!"

"What? That can't be true...can it, Twi?" Applejack asked in disbelief.

"Of course not...at least, I don't think so..." Twilight replied, unsure of what to think. "I've always read that the unicorns and pegasi were the ones to supply the Earth ponies with the sun, moon, and weather."

The herd of ponies were now in an uproar.

"You're wrong!"

"It can't be true!"

"Preposterous!"

"Where's the fireworks!" Pinkie said, joining the mob.

"Now, now, my friends, I told you from the very beginning that you might not like what you hear... But it is the truth. But, now, you're all probably wondering, 'why should we even care? Most of that was in the past anyway,' and you're right. Nowadays, these things don't truly matter, simply because the unicorns and pegasi do not bribe us for these things, it is now their jobs. But it's not just the past that I'm concerned of. It is their attitudes and personalities. We all know that a majority of unicorns are a bunch of snobbish fools who think they are far superior than us just because they think they're 'high class.' And of course, the pegasi are a bunch of brutes who love to stir up trouble for their own amusement. These ponies think they're all big and bad because they have powers that we do not. And I wish to put them in their the place."

Everypony looked at one another, worriedly.

"Do not fret," Shadow Flare said, cooly, "I do not wish to do harm, or at least any MAJOR harm, to these two races. I simply want them to be put in our place. After all, they have no need of their powers, remember? Mother Nature can take care of the sky, not them. I plan to create a small rebellion of ponies to infiltrate Canterlot and FORCE Princess Celestia to make everypony a regular Earth pony like us! Then, when we are all equal, we can FINALLY obtain true ever lasting peace! WHO'S WITH ME! Equal! Peace! Peace! Equal!

The audience looked unsure for a mere moment, but then agreed with Shadow Flare. They clopped their hoofs and chanted "Equal! Peace! Peace! Equal!"

Shadow Flare grinned wickedly.

"This...is not good." Spike said, worriedly.

"We need to warn the princess!" Twilight exclaimed. "Pinkie Pie, you and Rainbow Dash go get Fluttershy and Rari-"

"Equal! Peace! Peace! Equal!" chanted Pinkie Pie happily.

"Pinkie Pie! What are you doing?"

"I'm just joining the crowd! Equal! Peace! Peace! Equal!"

"Ugghhh..." Twilight groaned. Applejack, you and Rainbow Dash got get Fluttershy and Rarity and meet us at the train station, got it? I'll go on ahead with Pinkie Pie."

"Will do, sugar cube..." Applejack said, slightly irritated. She pushed her way out of the crowd and started galloping towards the park.

"What's wrong with her?" Rainbow Dash questioned.

"Maybe Shadow Flare got to her. Hurry up and join her, she might need some comfort."

"You got it!" Rainbow Dash replied, zooming past the crowd to catch up with Applejack.

"Pinkie Pie, are you coming or not?" Twilight looked to her side, but noticed Pinkie was missing. "Where did she go?"

"Over there!" Spike pointed out. Pinkie Pie was on the stage with Shadow Flare. She pulled out her party canon, lit up the fuse, jumped inside, and flew across screaming "PINKIE PIE FIREWORK GO!" A hue of pink filled up the sky along with Pinkie's face. In the distance, Pinkie Pie was slowly drifting down with a parachute on her back.

"How did she...?" Twilight shook her head. "No time for that, c'mon, Spike, let's just go to the train station!"

"But what about Pinkie Pie?" he asked.

"Don't worry about, she'll be fine, I'm sure."

"Okay..."

"To Canterlot!" Twilight yelled. Spike jumped on to Twilight's back and the two began to make their way towards the train station.

Shadow Flare noticed Twilight galloping away. "Heh heh, to Canterlot indeed, young Twilight Sparkle," he murmured to himself, "To Canterlot indeed..."

TO BE CONTINUED 


	4. To Canterlot!

My Little Pony: Friendship is Magic - Rise of the Earth Pony Rebellion - Chapter 3

Applejack was galloping towards the park as fast as she could. Her mission was to find her friends and bring them to Canterlot in order to stop this pointless fighting...or was it to HELP provoke the fighting? Applejack wasn't entirely sure how she should handle this. Shadow Flare's points were reasonable and understandable. He has a good reason to think this way, and so should a lot of other ponies. But she knew that her friends weren't the way Shadow Flare had described them...well, not ALL the time.

Eternal peace did sound good...and if her friends weren't going to be harmed then what did it matter? Being an Earth Pony's not THAT bad. The ability to casts spells and soar through the skies aren't necessities...are they? Applejack knew that Fluttershy wouldn't mind. She's always on the ground anyway. Rarity probably wouldn't care too much. It might affect her gem hunting a little, but she's done it a thousand times! Surely she knows where those fancy gems would be. But then she thought about Twilight and Rainbow. The two loved their powers more than anything. How would they cope without them?

'...What do Ah do? Is this right...or wrong?'

"HEY! APPLEJACK!"

Applejack stopped and turned back. A flash of bright colors zoomed right towards her. Of course, it was Rainbow Dash.

"How come you left so quickly? We could have gone together, you know? Maybe even make a race out of it."

"Oh, uh, Ah'm sorry, sugarcube. Ah'm not sure why I did that." Applejack slightly lowered her head and began trotting towards her destination. Rainbow Dash stared at her worryingly. She flew towards Applejack and levitated by her side.

"Is there something wrong, AJ? You're not acting like yourself."

"No siree, Ah'm as fine as Ah'll ever be!" Applejack forced a smile on her face. Rainbow stared at her with complete indifference, realizing her obvious lie.

"You can't fool me, Applejack. I may not be an Egghead like Twilight, but I think I know when the Element of Honesty is lying." She floated in front of Applejack and landed on the ground, blocking Applejack's path. "Now tell me, what's wrong? You know you can tell me."

Applejack lowered her head realizing she couldn't hide her true feelings. Being the Element of Honesty can be tough sometimes. She thought for a moment, and tried to find the right words to say...but couldn't. 'Ah don't wanna worry her.'

"Ah...Ah..." Applejack began.

"Yessss?" Rainbow Dash replied.

"Ah-Ah'm sorry, Rainbow...but Ah can't tell ya."

Rainbow Dash slapped her hoof on her face, disappointed. "If it's about that Shadow guy, don't worry. We can stop him. We've dealt with bigger, badder villains before. What's one little Earth pony gonna do?"

Applejack said nothing, she just looked at the ground with no expression on her face. Several seconds passed. Rainbow Dash made an awkward expression on her face. Finally, Applejack said, "Let's just go git the others already."

"I thought you'd never ask!" Rainbow Dash replied, completely ignoring the conversation. "Shall we race? Or are you too CHICKEN to?"

Applejack started to lighten up a little. "You're on, sugarcube!" The two galloped towards the park.

After galloping a long distance, Twilight finally made her way to the train station. It was, surprisingly, empty. She slowly made her way towards the ticket booth. "Two...tickets for...Canterlot, please..." she said, out of breath. The stallion at the counter stared at her for several seconds then finally handed her two tickets.

"On Canterlot business again, eh, Twilight?" the stallion asked, sarcastically.

Twilight was still huffing and puffing. "Important...bus...iness..."

"I see." he snickered. "Well, don't worry about payment. You're always welcome to a free ride."

"Thank...you..." Twilight said giving him a light smile.

"The train'll be here in about twenty minutes. Relax until then."

"Will...do..."

Twilight walked towards where the train would be and collapsed on the ground.

"I really should workout some." she said, taking in a deep breath. "How does Rainbow Dash do it?"

"Beats me." Spike said. He jumped off of Twilight's back. "But everything'll be okay, Twilight. Try to relax a little and catch your breath." He patted her on the head. "I'm gonna go use the little dragon's room before we go. I knew I shouldn't have had all those gems yesterday, I was wondering when it'd finally catch up to me." he said holding his sides. Twilight stared at him, disturbed by what she heard. "What?"

Twilight shook her head. "Nothing, just go. But make it quick."

Spike nodded and ran towards the bathroom. As Spike left, Twilight decided to take a little nap. She slowly closed her eyes and entered the dream world.

Several minutes passed. Twilight was out like a rock.

"Twiiiiiiilightttttt..." a voice called out.

Twilight didn't hear the voice, however, she was still lost in her dreams.

"TWIIIIIILIGHTTTTT..." the voice said again louder this time.

Twilight was again unaffected by the voice.

"Oh for Celetia's sake, TWILIGHT SPARKLE!" the voice yelled right in Twilight's ear.

Twilight jumped and then let out a startled scream. She turned to see who disturbed her slumber and was surprised to see Shadow Flare there. He wore a confident smile on his face as if he was invincible.

"You! What are you doing here? And how do you know my name?"

Shadow Flare stepped back in surprise. He looked devastated. "You WOUND me, Twilight Sparkle! How could you not remember Shadow Flare? The Fierce Flame! The Arcane Alchemist! The Scholar of the Shadows!" he asked dramatically. He then looked at Twilight Sparkle and noticed that she was not amused by his act.

"Heh heh, anyway... You were at my show, weren't you? Didn't you hear me say where I was from?"

"Canterlot..." Twilight answered.

"That's correct!"

"But that doesn't mean I know you..."

"So it seems..." Shadow Flare sighed. "We don't personally know each other. I just know you from the Canterlot library. However, I would still know you even if I didn't see you in the library all the time. After all, who doesn't know about you, the Element of Magic? You and your friends have become legends."

"Oh... I guess I am a little popular, aren't I?" she said, blushing.

"You're more than just 'a little' popular, my lady," Shadow Flare reassured, "The stories of you defeating Nightmare Moon and Discord are truly the stuff legends. So...anyway, what brings you here, young Twilight Sparkle? Going to Canterlot, perhaps?"

Twilight was nervous. "Um, yeah, I, uh...wanted tooo, uhhh..." She tried desperately to think of a lie. "Oh, yeah, I just wanted to visit the Canterlot libraries to look for a book to read. I've read every book that Ponyville has to offer, so I was wondering if Canterlot had anything new to offer!" She wore a bright smile on her face...perhaps a little TOO bright.

"Oh? Is THAT all?" Shadow Flare sneered. "Let's not play any games here, Twilight Sparkle. You're not going there to get a book..."

"I'm...not?" Twilight questioned. 'Oh NO! He caught me!'

"Of course not, you're coming to help me with my rebellion...aren't you?"

'Whew...' Twilight thought. "What rebellion?"

"Oh, come now, Twilight Sparkle, I saw you at my speech. You were accompanied by the Elements of Honesty, Loyalty, and Laughter, were you not?"

"Oh, uh, yeah, I guess I was..."

"So what did you think? Are you with me...or against me...?"

"I, uh, I-I..."

Before Twilight can finish her sentence the train came rolling by on the tracks. 'Thank Celestia!'

"Well, it's been fun, Shadow Flare, but my train's here, so I gotta go. Nice meeting you! Bye!" Twilight hurried towards the doors of the train, opened them, and then closed them with a loud THUD! Twilight looked out the window to see if Shadow Flare had followed, but, to her relief, he just stood there looking at the train. He then turned towards where Twilight was which caused her to hide. After a few seconds passed, the train began to move.

"Well, that was a close one..." she finally said. She walked towards the train seats and sat down. "Okay, I just need to cool off and take a chill pill. Soon, this whole mess will be straighten out." She looked out the window and peered through the grassy plains of Equestria. "I can't help but feel I'm forgetting something." Twilight admitted.

Back at the train station, Shadow Flare glared at the train as it continued to turn smaller and smaller.

"Fool," he snickered, "I can't let a worm like you ruin everything I've worked so hard to fulfill..."

"Twilight! Twilight! Where are you!" Spike called, walking out of the bathroom.

"And I'll make darn sure that you won't..."

TO BE CONTINUED


	5. All According to Plans

My Little Pony: Friendship is Magic - Rise of the Rebellion - Chapter 5

Shadow Flare's followers arrived at Canterlot's gates as told. Their objective was to free the pony world of the unicorn and pegasi races to live in a more peaceful world without racism or perfection blinding the ponies of Equestria...but the looks on their faces made it seem like they were out for blood. A wagon being pulled by two stallions made it's way to the herd of Earth ponies. Shadow Flare looked out the wagon to see his rebellion ready for battle. He pulled his head back in and smiled.

"Hmmm," he wondered to himself, "If I had to guess, that's about three hundred Earth ponies.  
I suppose that'll do." He stuck his head out the window. "That's far enough, gentlecolts." His stallions nodded there heads in approval and halted. Shadow Flare exited the wagon with grace and walked towards his followers head high and eyes closed. Once he pushed his way through the herd of Earth ponies, he turned around and faced them with the coolest smile he could muster and lifted up a hoof to cease the noise of his troops.

"Greetings, everypony," he began, "The time has come for us to take Canterlot and demand that Princess Celestia give us the respect we deserve!" A loud shout emitted from the crowd. "Now, remember what I said: Let's not hurt these guys too badly. Only attack the ones that stand in your way, avoid mares, fillies, and foals as much as possible. I will deal with Princess Celestia personally. All you need to do is help me open a path to the castle where the alicorn princess resides. Now, if anypony here has had a change of heart, this is your last chance to back down, because there is no going back after this." The crowd of ponies did not wave or falter. They knew their mission and were going to carry it out no matter what the consequences. Shadow Flare let out a fiendish grin. "Very well, my friends. Then it is time."

Shadow Flare turned towards the gates. Two guards stood there on duty, seemingly ignoring what Shadow Flare and his buddies were here to accomplish. "State your business." said one of the guards with an indifferent look on his face. "Very well." Shadow Flare said. He turned around, reared back, and then bucked the guard in his face. The stallion dropped to the ground covering his face with his front hooves. Everypony stopped in shock. After a moment, Shadow Flare yelled, "ATTACK!" The mob of Earth ponies let out a battle cry and tackled down the front gates, stampeding through the two guards. They galloped into the unicorn city of Canterlot, prepared to do their worse.

Shadow Flare looked down at the two Canterlot guards, now lying there unconscious, with a look of pity on his face. He looked back at the broken down gate then to the stairs leading up into Canterlot. Under his breath, he said "All according to plans." With that, he trotted passed the guards and gate and began to make his way towards Canterlot Castle.

After an several hours, the train finally came to a stop. Twilight Sparkle, the only one who seemed to be on the train, exited slowly out the doors and into the Canterlot train station. Just like Ponyville's train station, it was quiet and empty, devoid of any life it seemed. 'Well that's odd.' thought Twilight, 'but that's not important right now. Gotta get to the castle.' She galloped out of the train station and into the city of Canterlot.

"What the-" Twilight said. Chaos had spread throughout the city, windows shattered, doors boarded up, and even carts on fire. Twilight saw the Earth ponies doing battle with the royal guards. "How did he get here so quickly? There's no possible way he made here before me!" She began to gallop towards the castle.

As Twilight made it to Castle, she saw a few dozen guards standing watch, prepared to risk their lives for the princess. "Hatl!" one yelled, referring to Twilight. "Be you friend or foe?" He had a brown coat and gray mane. His helmet covered his eyes, it was a wonder he even saw Twilight. "Oh, enough of that, Biggs," the guard next to him said, "Can't you see that's the princess's student?" he had the opposite color scheme of Biggs; Gray coat and brown mane. He, however, was actually able to see out from under his helmet. "Is that true,  
Wedge?" He looked closer at Twilight Sparkle to make positively sure Wedge was right. Twilight felt very uncomfortable by this and couldn't help but blush.

"Oh, it IS you, Ms. Sparkle! Boy, are we glad to see you here..." Biggs said, relieved.

"Where's Princess Celestia? I need to help her stop this madness!"

"She's in the throne room. She's been waiting for you and your friends." Wedge answered.

"Speaking of which, where are they?" Biggs asked.

"I left them behind," Twilight sighed, "Is it too much trouble to ask you to go get them?"

"T'would be an honor, Ms. Sparkle." They both said. "Alright, men, two of you accompany Ms.  
Sparkle, while the rest of you guard the front gates!" yelled Biggs. "Yes, while Biggs and I go get Ms. Sparkle's friends. Understood?" asked Wedge.

"Sir!" cried the royal guards.

"We'll fly as fast as our wings can carry us." Wedge said, flapping his wings.

"Thank you so much, you two. I owe you big time!" Twilight said. "I told them I'd meet them at the train station in Ponyville, so that's where they'll more than likely be. Good luck."

"Understood, Ms. Sparkle." Biggs said. "And we wish the same for you. Canterlot is in your hooves." The two flapped there wings than soared through the skies off to Ponyville.

"Princess Celestia!" Twilight cried out. The princess was sitting on her throne, in depression. "Twilight Sparkle..." she replied weakly.

"Princess, it's horrible! Somepony named Shadow Flare has come to-"

"I know, Twilight. I know all too well."

"Then why aren't you doing anything! Ponies can get hurt."

"True." Twilight froze. She recognized this voice and knew who it belonged to.

"Shadow Flare!"

Shadow Flare slowly walked out from behind Celestia's throne, trying so desperately to make a unique entrance.

"Your princess can't do anything at the moment, I'm afraid. There's too much at stake after all." He pulled Spike out from behind Celestia's throne. Sticks of dynamite surrounded his torso. "But that's not all, of course. Every layer of Canterlot is filled with bigger, badder bombs than this. So, think before you act, or you'll die." he laughed.

"Spike...oh no..." Twilight said, sadly. "How could I be so stupid... I shouldn't have involved you."

"How can you do this? You AND you're soldiers will die, too!" Celestia said.

"Of course. But so will you. And that's good enough for me."

He looked out he window behind Celestia's throne. His Earth pony army was destroying everything, disobeying his orders. Shadow merely chuckled at this.

"It seems when somepony is given the chance to destroy something, they gain the desire to destroy more and more. At this rate, there will be no Canterlot. How incompetent are your guards, Celestia? Surely they're more than enough to handle my little rebellion. Ah, well... They couldn't really do much in the past, could they? Not against Nightmare Moon, Queen Cryhsallis, or Discord. Ha, here I am comparing myself to those villains...villains who actually HAD power, who HAD strength. And yet you can't even stop a few Earth ponies from raising hell in your kingdom. Why?"

"Because...they've been deceived. I don't want anyone to get hurt."

"Fair enough. That's actually what I thought you'd say. Anyway, let's get down to business..."

"STOP!" Rainbow Dash, Applejack and the others accompanied by Biggs and Wedge, came bursting through the doors. The girls were wearing their necklaces.

'Wow, that was pretty convenient...' Twilight thought to herself. "Here ya go, partner!" Applejack through Twilight's crown over to her. "Alright, Shadow Flare, time to right all the wrongs you've made."

Shadow merely stood there unimpressed. "I think not." And with that, he raised his front hooves in the air and violently clopped them back on the floor. A glyph below Celestia started to glow. It covered her in a pale green light. BOOM! Smoke covered the entire room. Everyone in the room started coughing.

"Where's the princess?" Twilight asked, trying to see through the black fog.

"At last... I have done it. All these years of practicing, all these years of studying... It finally payed off!"

The smoke finally started to clear. Princess Celestia lied on the floor unconscious. But she was different: She was missing her horn and wings, and her usual slim and slick body was now gone. She looked just like anypony else.

"Princess!" cried the mane six.

"Fools."

Shadow Flare walked out from behind the lingering smoke and revealed himself. He had the appearance of an alicorn, horn, wings and all.

"Alright, now the real fun begins!"

To BE CONTINUED 


	6. Rise of a New Era

The mane six gasped at Shadow's new appearance. He was an alicorn! How was it even possible? How could an Earth pony of all ponies have this kind of power? As the girls stood there is shock, Shadow merely trotted over to them, enjoying the moment. Using his new found powers, he instantly teleported the Elements of Harmony off of their respective owners and zapped them over to his sides. The elements merely floated in midair next to the mad stallion.

"Well, that was easier than anticipated." Shadow chuckled, "Seems this whole 'hocus pocus'  
deal isn't so difficult after all."

"W-what have...have you d-done?" Twilight stammered.

"Ah, yes...that." Shadow closed his eyes. His horn began to glow in a gold aura. Flames started to surround the girls as well as Biggs and Wedge. "You're a smart mare, Twilight Sparkle. Surely you've heard of 'alchemy' before."

Twilight thought back to her studies. Alchemy was the mixture of two or more objects. It can be used in many different ways with many different effects. The zebras, like Zecora,  
were infamous for their alchemy skills.

"What does that have to do with anything?"

"You see... There's a different sorta alchemy in Equestria. It's very similar to magic,  
but it has it's drawbacks, unfortunately. It's called 'Equivalent Exchange.'"

"Equila what?" Rainbow questioned.

"Equivalent Exchange." Shadow repeated, annoyed. "In order to gain something, you must give up something of equal or greater value. That's it's drawback. But the great thing about it is that anypony can use it...with enough practice, of course."

"That still doesn't explain what you did!" Twilight yelled. She was getting angrier and angrier.

"Really? Of COURSE it explains what I did. Or are you just too foolish to understand?"

After several moments of silence, Shadow sighed. "Fine, let me explain it to you then: As I said before, Equivalent Exchange allows one to gain almost anything they can possibly desire. But you have to give up something in return that is of equal to greater value. Are you following me so far?"

Everyone nodded.

"Good. Now, like I said, you can obtain virtually ANYTHING and Celestia's power is no different. Of course, you're all probably thinking, 'How can anything match up to Celetia's power?' Good question. But isn't what I gave up obvious? After all, it was the very thing that got me these powers... Surely that skill alone would suffice as the greater or equal value."

"You mean..."

"Yes, I sacrificed the ability to use the arts of Equivalent Exchange. It no longer serves a purpose, after all. I now have the same powers without a cost."

"That's...actually pretty clever." Twilight admitted.

"Isn't it?"

"What about your rebellion? What was their purpose anyway?"

"A distraction. Nothing more. I could care less about you pegasi and unicorns. I just want the power you have..." Shadow placed a hoove on his chin, thinking. "But you know...I think I'll stay true to my promise. I can't let you get in my way, you know? And those horns and wings of yours will definitely be a boon. So..."

Shadow's horn glew once more. However, the spell he was casting was not so simple this time, it took a lot of power for him to gather and use. Sweat started to emit from his face. Finally, after a minute or so, a bright white light sprung out of Shadow Flare and covered the entire room, the entire castle, the entire kingdom, and then the entire world.

After a few minutes, the spell ceased.

"Wooo... I guess this will take some getting used to... How's it going, girls? What's it like being the common vulgar weak licentious crowed?"

As their sight began to come back into focus, Twilight noticed that her friends (the ones who had them, anyway) were missing their horns and wings. "NONONONONO this can't be happening!"

"'fraid so. But I doubt that'll be enough... So let's do THIS!" Shadow stomped his right hoof on the ground, and the Elements of Harmony instantly shattered into pieces, and those pieces dissolved into ash and later nothingness. Twilight was heart broken. If ANYTHING could have saved them, it would have been the Elements of Harmony. Shadow once again used his magic, this time to banish the fire that imprisoned Twilight and co.

"I don't think any of you are much of threat now. Here." Shadow removed the bombs strapped to Spike. The explosives disappeared to Celestia knows where.

"Twilight!" Spike said, as he ran to his sister.

"There's no need to keep him locked up anymore. His role has been played. Now, I'll let you all go free. I've done all that I can to make sure you won't stand in my way. So...go about your daily routine? We're done here."

"Done? DONE!?" Twilight asked, obviously irritated. "How can we be DONE! You're going to let us go just like that?"

"There's no point in keeping you locked up or killing you. What can you do? No magic,  
no elements, NOTHING can save you. What hope do you even have?"

Twilight was stunned by his words. Surely there was something that can save them.

"You're no threat to me. And, honestly, I genuinely like you all. Twould be a waste to end you all here. If I were you, I'd leave now...lest I change my mind."

"Come on, Twi, he's right. There's nothin' we can do."

"'He who fights and runs away, may live to fight another day.' Isn't that how the saying goes?" Shadow asked.

"I don't understand though...why? Why would you spare us?"

"Do I have to repeat myself? You're no longer a threat. Why waste a perfectly good life?"

The other girls, Spike, as well as Biggs and Wedge just left the room, taking Shadow's advice. They could come back and think of a plan to strike back. But for now, they were powerless.

"Fine. But mark my words, Shadow Flare, we will be back and we WILL defeat you." And with that, the lavender pony left alongside everyone else.

After they left, Shadow jumped onto his new throne, ready to enjoy his new life. He gazed around the throne room to get a feel for the place. In the corner of his eye, he could see the now fallen princess of Canterlot lying on the floor in despair.

"How ignorant are these fools? Why would they leave their poor princess behind? Ah, well.  
A king needs a queen, right? Or I guess princess in this case."

*Writer's Note Sorry for the wait. I've been trying to think of new ideas for other stories and a rewrite for this one. However, since you guys like this train wreck of a story, I thought I'd continue it at least up to this point. Didn't wanna leave you guys hanging forever.  



End file.
